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Notice of Kambi Group Plc Extraordinary General Meeting 2023
In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Monday 19 June 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.
Right to attendance and voting
• To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Monday 29 May 2023
• Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Monday 29 May 2023. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.
• To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Monday 29 May 2023 and can do so by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.
Shareholders’ right to appoint a proxy
• A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.
• Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).
• Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.
• The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Monday 29 May 2023 by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.
• Proxy forms are available on the Company website www.kambi.com under the General Meetings section
• Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid
Agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Drawing up and approval of the voting list
4. Approval of the Agenda
5. Determination that the Meeting has been duly convened
6. Election of two persons to approve the minutes
Special Business (Extraordinary Resolutions)
7. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,127,830 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2023 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution a)
8. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 3 April 2023, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and
(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.
NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:
(a) the maximum number of shares that may be so acquired is 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 Annual General Meeting;
(b) the minimum price that may be paid for the shares is SEK1 per share;
(c) the maximum price that may be paid for the shares is SEK1,000 per share;
(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution a and, ii) bought back under this Resolution b, shall not exceed 3,127,830; and
(e) the authority conferred by this resolution shall expire on the date of the 2024 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution b)
9. Closing of the Extraordinary General Meeting
Information about proposals related to Agenda items
Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 11 May 2023 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.
Agenda item 7 (Resolution a)
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.
Agenda item 8 (Resolution b)
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.
Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.
If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.
Latest News
ELA Games Welcomes Ewa Kaźmierska As MD
ELA Games, a pioneering game supplier studio, is pleased to announce the appointment of Ewa Kaźmierska as Managing Director. This strategic leadership hire marks a pivotal moment in the studio’s journey, positioning ELA Games for accelerated growth and increased market penetration within the competitive iGaming sector.
Ewa brings over 15 years of senior leadership expertise, having successfully steered a game studio through periods of sustained growth and innovation. Her proven track record as a former Chief Executive Officer at multiple iGaming brands will be instrumental in driving ELA Games’ ambitious roadmap. Ewa’s appointment aligns with the studio’s commitment to excellence and reinforces its mission to deliver an exceptional portfolio that resonates across global markets.
ELA Games is gearing up for an impactful 2025, with Ewa at the helm to guide the studio’s expansion strategy. Her leadership will support the studio’s initiatives in establishing a strong market presence and enhancing product development to meet evolving industry demands.
Ewa commented on her new role, stating, “Joining ELA Games presents an incredible opportunity to lead a talented team with a clear vision for growth and innovation. ELA Games has the potential to become a leading force in the industry, and I am excited to contribute to its journey toward building a unique and influential gaming portfolio.”
The addition of Ewa Kaźmierska to ELA Games’ executive team underscores the studio’s dedication to robust growth and strategic excellence. With this leadership move, ELA Games is poised to strengthen its position as a premier game supplier in the iGaming landscape.
The post ELA Games Welcomes Ewa Kaźmierska As MD appeared first on European Gaming Industry News.
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Week 45/2024 slot games releases
Here are this weeks latest slots releases compiled by European Gaming
Tom Horn Gaming invites bold adventurers to join Max Gold, the fearless explorer, as he delves deep into faraway lands, seeking hidden treasures, legendary jackpots, and mysteries waiting to be uncovered. With an array of exciting features, including the Hold & Win bonus game with jackpots and respins, shatter mode with increasing multipliers, stake booster, and bonus buy, Max Gold.
PopOK Gaming is thrilled to announce the release of its newest slot game, Spinosaurus – a captivating 3×5 slot that transports players back to the thrilling age of dinosaurs! With vibrant, colorful visuals and dynamic gameplay, Spinosaurus features the iconic, mighty dinosaur as your guide on an adventurous quest for massive wins. Players can immerse themselves in prehistoric excitement while aiming for incredible rewards.
Belatra Games has launched its pirate-themed title, Tortuga Codex. This 5×4 slot casts players on a journey on the hunt for untold riches buried on a mysterious island. A Skull symbol acts as the Wild and will substitute for any other symbol to increase the chances of a win. An intriguing element to the game lies in the Additional Reel feature which sits above the main frame. It’s in sync with the main reels, displaying Wild symbols, special pirate icons, and numbers from one to nine.
Vibra Gaming has unwrapped its latest release, Candy Loop, where if players trigger the Candy Round bonus they can max their win by up to 5000x in a game for all sweet-toothed slot fans. Set within a backdrop of clouds and sugar players will lap up this delicious classic three-stepper slot mechanic packed with sweet bonuses, free spins and wilds.
Zillion Games is thrilled to announce the release of Egypt’s Moon, a high-volatility slot that invites players to journey through the mysteries of ancient Egypt under a mesmerizing nighttime sky. Featuring Cleopatra, hidden treasures, and the essence of Egypt’s rich mythology, Egypt’s Moon promises an enthralling experience set against a captivating backdrop. This slot game offers players 25 paylines and an RTP of 96.75%, delivering both excitement and reward.
Having made a big splash with its popular Aqua Lord slot back in 2022, innovative software developer, Swintt, is preparing to dive beneath the waves once more in an action-packed sequel that now features new and improved Pearl Respins and even bigger prizes. Played out across five reels and ten fixed paylines, Aqua Lord 2 picks up where its predecessor left off by once again plunging players into a world of sunken treasures where sticky pearl symbols hold the key to unlocking huge wins of up to 6,000x the bet and two incredibly rewarding features.
Amusnet has released Extra Crown Dice. This latest addition to Amusnet’s online casino portfolio is a majestic dice slot filled with thrilling features. This 5-reel, 10 fixed lines dice game is based on one of the video slots, with redesigned symbols to look like dice. The kingdom of Extra Crown Dice is full of excitement with dice, sevens and eights, where fortunes await those bold enough to seize them. The Star and the Fleur-de-lis symbols are the Scatter symbols boosting the player’s winnings.
The dazzling dancefloor of Piggy Blitz returns with Piggy Blitz Disco Gold, the latest 6×4 online slot sensation from Play’n GO, boasting immersive features and endearing characters. The dancefloor is calling, and it’s shining brighter than ever! Piggy Blitz Disco Gold takes players back to the groovy days of the 1970s – where neon lights and disco beats set the stage for high-energy spins and big-time wins. Our favourite pigs are back, bringing glittering Cash Coins and the exclusive Gold Piggy Feature to this glitzy slot adventure.
Booming Games is going for goal with its first-ever instant win title, Ronaldinho Scores Shoot & Win, as it continues to leverage its partnership with the international footballing icon. Players step into the football boots of Ronaldinho and experience the thrills and excitement of trying to beat the keeper. Each shot the player takes could mean a big prize – there are 16 prizes in total with each kick potentially delivering at least 3 instant rewards.
The post Week 45/2024 slot games releases appeared first on European Gaming Industry News.
Canada
ComeOn Group adds sportsbook to its offering in Ontario
ComeOn Group announced a significant milestone in its sportsbook expansion journey with the addition of sportsbook to their offering in Ontario following the successful acquisition of the required permits. This addition represents a strategic advancement in the Groups sportsbook growth trajectory where they are set to double its sportsbook business in the coming years.
ComeOn Group is one of 51 active operators in Ontario. The Ontario market has experienced robust growth since its launch, reaching C$6.7 billion in revenue in 2023.* By 2029, the market is forecasted to grow by a total of 29%, with 2024 expected to close with a 20% increase.
ComeOn keeps investing in its sportsbook business acceleration that is powered by its proprietary sportsbook platform and in-house risk management and trading team. As a multi product vertical operator, ComeOn is striving to give its customer base a safe and exciting entertainment destination and this approach is now expanded to their Ontario audience.
Juergen Reutter, Chief Executive Officer at ComeOn Group, said: “We are very excited about the opportunities this new milestone opens up for us. As a casino-led operator it represents a key part of our sportsbook strategy to double our business in the coming years. Like in any of our other markets, we are striving for a differentiated sportsbook entertainment experience that is powered by our in-house technology. Our goal is to deliver top-tier entertainment to our players while fostering safe and innovative gaming experiences.”
*Source – H2GC H2 Ontario Data 25.10.2024 (excl. Lottery)
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